Tinkering With the Sands of Time Rewrite
by spiderwriters
Summary: After a fight that results in the villains turning Spider-Man into a child, they take this opportunity to use the boy. Molding him to their will they will make the boy formerly known as Spider-Man into their tool to rule an empire the likes the world has never seen.
1. Chapter 1

Silvio Manfredi smiled with satisfaction as everything he had been working for, for the past thirty years had finally come together, in an old abandoned warehouse. He had finally found it, the mystical artifact he had been searching his whole life to find. The properties of said artifact were worth millions, but because of what it could do, what it was going to do, to Silvermane, it was priceless. Getting to this point had taken almost half of his wealth, and a decent "contribution" from the local banks, but the machine that would make the hunk of rock priceless was finally ready. Thanks to the talents of Dr. Otto Octavious, the Vulture and the Tinkerer, they had a machine that could drain the rocks energy for his intended purpose. They were going to use the artifact to become younger.

There was so much untapped potential with regaining lost youth. The possibilities were endless. There was so much that could be done with the unlimited amount of time granted by the artifact. And Silvio knew that there were certain people who would do a great deal to get their hands on that power. Shocker, Sandman, and Rhino knew the potential of this and had lent their services to gathering the required materials for the project. Now, it was time for them to reap the fruits of their labor. The Tinkerer was making a few last minute adjustments to the machine when he found his hand stuck to the console.

"Let me guess, you guys came together to form a sinister 7?" Spidey joked. "Let me guess, that hunk of junk is the key to my demise."

Spider-Man's sarcasm rang loud and clear. No matter what stunts they tried to pull, they were never going to beat him. He was going to stop them, one way or another. You'd think after him kicking their butts so many times, they would learn to give up. But the giant metal tentacle coming for Peter's head gave him great doubts about that ever happening.

Spidey leaped off of a metal pillar right before a sonic wave from Shocker bent it. The building gave a small groan as bits of the dilapidated ceiling came crashing to the ground. Spider-Man rotated mid air, trying to knock some of the debris away from him. It left him vulnerable to giant fist made of sand.

"INSOLENT _SPIDER_ , this fragment will allow us to remain young forever. As soon as-" Dock Ock growled as one of his tentacles went for Spider-Man's head.

Spidey had barely any time to react to the incoming tentacle, but managed to leap away in the nick of time.

Spidey cut him off in an excited tone as he leap frogged over the head of Rhino, "REALLY! Cool! But there's no way," Spidey was maneuvering around the room to avoid hits, "I'm going to let you guys use that."

Spider-Man was just happy that in this cramped warehouse, the Vulture wouldn't be able to do anything to stop him. He and Silvermane weren't even in their suits, meaning that the old men was essentially useless in the fight. Spidey just had to end the fight before the Vulture and Silvermane could do so, liking the current odds better. Going up against four was a lot better than the six that could be fighting.

Sandman and Shocker tag teamed a coordinated attack that sent the webbed hero into a pillar, bending its form. Spidey could practically see stars dancing in his vision. The structure of the warehouse let out another groan as its structural integrity started to give way even more.

"If you really want to regain your youth, just look at some old photos. It's a lot less work." Spidey said, back flipping and weaving from a barrage of tentacles.

In the heat of the fight, one of the tentacles collided with the machine. A huge sonic blast and a blinding yellow light filled the room. What remaining windows in the warehouse shattered and more debris rained from above, coating everything in a thin dust. The force of it sent everyone flying into opposite ends of the room along with the rubble. A moment later the super criminals sat up and started rubbing their heads.

They were surprised to see that the blast had done more than the initial damage; it had made them younger. Silverman looked ans felt like had had in his late thirties. While it wasn't the youthfulness of his twenties that he had been hoping for, it would be enough. The Vulture looked like he had just entered his thirties with his auburn hair on his head. The Tinkerer's hair had gone back to the light brown color it had been in his mid twenties. Dock Ock now resembled a thinner younger form of himself, barely passing as twenty. Sandman and Rhino looked about the same with only a few years shaved off. Shocker yanked off his mask and found that he looked as he had in his twenties as well. After taking the chance of admiring their newfound youth, the saw the super powered hero. He appeared no more than a three year old. His costume was falling off his shoulders. The super hero looked like a child playing in his father's old clothes. Most importantly, he looked scared and confused.

* * *

The seven were shocked to find that the boy couldn't remember anything. Otto suspected that it had to do with his brain reverting back to that of a young child. It was all but confirmed when they had taken the young boy back to the new hideout. With that information, Otto decided that he needed to inform the group so that they could plan accordingly.

"Well Marko," Otto said pushing up his glasses on his thinner nose, "I do believe i have some good news for the group. Come on and bring the child."

For some reason, the spiderling had taken a liking to Sandman the most. Flint was the only one that the young boy wasn't terrified of. Otto wondered if it had to do with the compassion Marko had been reported to have for young children. It was strange to think that somehow children could innately pick up on that. Then again, maybe it had to do with how Sandman had "accidentally" saved the spider from the burning ship. Regardless of the reason, Otto was thankful to have someone else taking care of the small child. He didn't need the boy distracting him from much needed work.

The three of them entered the common room where the remaining members of the sinister seven were waiting patiently.

"So, what's up with the bug?" Shocker asked, setting his steaming cup of coffee down.

"Bug, where's a bug?" the boy asked looking scared as he squirmed in Flint's grasp.

"There's no bug kid." Flint said, trying to reassure the boy.

Otto rolled his eyes at the display. Children were the worst in his opinion. They were so terrified of irrational things like non harmful insects or the dark.

"Well Jackson, it was as I had suspected." Otto said. "Our greatest enemy, our perpetual roadblock, is no more. He had been reduced with a child."

The tinkerer looked lost in thought for a moment before he responded. "So what do we want to do with him? There's no doubt that he could be an excellent asset once he is older."

"Yes," Otto said thoughtfully. "We can mold him into whatever we wish. I highly doubt that he will be able to remember anything from his life before."

Adrian let out a long breath, filled with slight annoyance. "We can go through all that work, but what happens when he gets old and finds out about his alter ego. He'll put two and two together and know something is up. He'll know the ins and outs as to how we work. The boy will be even more of a threat than he ever was before this incident."

"Yeah, we should get rid of him now once and for all. He's too puny to stop us." Rhino said.

The hulking figure leaped to his feet, shaking the ground. His hands were clutched in tight fists as he marched up to Flint and the boy. The child gripped Flint's shirt tightly and buried his face into his shoulder.

Otto held his hands up, stepping between them. "Alexander, please let's not do anything rash right at the moment. Besides, I would like to remind you that we are all in this together. The decision should be unanimous, which it isn't right now- not until we've all said our peace at least."

"Doc, you remember when you almost got into the homeland security data base?" Flint asked.

"Yes, I remember that failure clearly." Otto said, sounding annoyed.

"If you could get back in, you can control any data base in the world. You could erase any trace of the web head's existence." Flint said.

"But what about dem news papers. Ya can't just erase him from all of that stuff." Rhino said.

Otto thought for a moment. "There may not be a need for that."

"And why not?" Adrian asked.

"Because, the web head used these." Otto said, pulling out the web shooters, pressing the trigger down and shooting out a string of webs. "For all he knows is that he is another one of my - and his words not mine- genetic misfits. We can control the narrative. We'll have years to build it and get our stories straight. And anything we say or do tonight will be forgotten by the child." Otto turned towards Sivlio. "Silvio, you've been remarkably quite though out this whole debate. What are your thoughts."

"I like your idea Otto, but I want contingency plans for if he does turn on us." Silvio replied.

"Of course. We would be foolish not to have them in place. Now, would anyone else like to add anything to this?" Doc Ock asked.

The room was silent as the men thought things over. There was a lot riding on the decision made tonight. Either way, it was a new chance for them to take over the city. One of the options may bring them to ruling more than the city just as much as it could destroy everything they had built over the years.

"Are there any objections to the idea?" Otto asked after a few more moments of deliberation.

Otto waited for a response. The room was silent as each of the men looked at one another.

With a smile, Otto said, "Well then, if there are no objections, let's get started on building our new empire."


	2. Chapter 2

Otto smiled to himself as he checked over the empire he and his colleagues had amassed. Things were running so smoothly without the web head's constant meddling. New York City and the entire eastern coast under their control. As soon as Silvio returned from his trip, the entirety of the United States, Canada, and their territories would be theirs as well. It would only be a matter of time before the rest of the world would be under their rule; and it was all thanks to a certain spider turning himself into a child.

But even now, at such a young age, the boy was proving to be such a great asset. The boy was smart, learning faster than anyone had expected. He had learned some of his early skills and took his early education under the watchful eyes of Phineas and Adrian. Now Otto had even begun to mold the boy's mind into one of the greatest that world had ever seen. Oh how the boy loved to tinker around. There was no doubt in anyone's minds that he had been the one to originally make his web shooters. How impressive that a sixteen year old was able to make such a device on his own. But now, with the tutelage the three greatest minds in the world, he was able to craft even better web shooters of his own at the age of seven. Just his mind alone would make him a great asset, but his developing powers were something to behold.

The boy's strength, speed and reflexes were remarkable. They hadn't matched the levels he had in his prime, but they were close, even at such an age difference. He was training every day with a series of gauntlets made up by the three geniuses. He could dodge and zip past lasers with such ease that made Felicia just as jealous as she was impressed. The boy could lift seven tons with ease and be ready to take on three of the leagues members at once. Right now the boy was facing the gauntlet with Flint, Alexander, and Max.

* * *

Flint fought hard to hide the smile that was fighting its way onto his face. The kid was getting good at fighting, real good. While he still held back how hard he hit, even a sixteen year old version of him couldn't take his full punches, he didn't have to hold back on the vicious onslaught of attacks. The kid was great at dodging them all. There was no doubt in his mind that this kid would be able to keep himself safe in a fight when the time came.

Benjamin flipped off the wall and twisted, barely avoiding an electrical blast from Max. With a small smirk, the kid landed on Alex's back, standing in such a way that Alex' could not reach him with his bulky rhino arms. Flint recognized the look on the kid's face. It was a trap. Flint knew the kid was waiting from him or Max to send an attack his way, only for them to hit Alex as he jumped away at the last minute, and so did Max.

The two of them shared a brief look before enacting their plan. Max sent out a blast aimed for the boy. As the ball of electricity neared the boy, he leaped. Only instead of webbing away, he smacked face first into a wall of sand that encased the boy and protected Alex from Max's blast. He could feel Ben try to punch and kick his way out of the sphere, but to no avail. After he felt the boy give up, Flint released the boy who was crossing his arms in a pouting manor.

"Use the same tricks over and over again, and eventually they won't work for you." Flint said.

"You need to count on your enemies learning just as much as you do Ben." Max said.

Alexander stretched, his rhino suit retreating into his large gray gauntlets. "Okay, I think that's 'nough for one day."

Max nodded and the electrical field around his body dissipated. He slicked his short brown hair and stretched his arms. "Yeah, I've had enough for today too."

Flint watched Max and Alexander leave the room. He saw the kid was still analyzing the battlefield as it started to retract into the walls and ceiling. Man, when wasn't this kid trying to learn. It was no wonder he had always found a way to kick their butts before the incident.

"Come on kid, we can spar later. We should probably get you something to eat."

Ben trotted along behind them into the rec room. Otto was enjoying a cup of coffee while looking over important scans while Alex was pouring himself a cup of coffee. Max was downing an entire bottle of an energy drink.

"So, I've been wondering something." Ben said.

"What kid?" Flint asked.

"Am I ever going to get to go to school outside of the base?" Ben asked.

There was a tension in the air as all the adults in the room gave each other a quick glance. They never had thought that this topic would come up. Why would it? He had the best minds in the world teaching him.

Otto set his mug down, carefully and precisely. His fingers formed a pyramid as their tips touched.

"I am afraid that isn't an option Benjamin." Otto finally said.

The look of disappointment on Ben's face gave Flint a sour feeling in his stomach. He hated seeing the look on the kid and Ben knew it. There were so many times that the kid had conned him into bringing him back something when he left the base, or one too many nights where he let the kid stay up a bit too past his bedtime to watch a movie or television show. Too bad the look didn't work on Otto though.

"Can you at least tell me why then." Ben asked.

At least the kid knew to use logic to appeal to Otto.

"Simple, it would be too dangerous for you to leave the base." Otto said.

Flint could tell that if that was the end of the conversation, the kid wasn't going to be too happy. There was something else brimming beneath the surface, some reason why he wanted to leave.

"But I can fight. I can take two of you guys on no problem, sometimes three on a good day. And you guys are the best fighters around." Ben argued.

"That is exactly why you can't leave. You could wind up bringing someone more harm than you meant to. You've only ever fought someone who can handle themselves around you. And we have changed the world- for the better mind you- but there are some who do not see it as better. There are people out there who will want to find you so that they can use you to change it back. We must protect them from themselves and intern you from them. Is this answer sufficient for you?" Otto asked.

Otto said that so flawlessly that he must have had it ready for a long time. There was enough of a hint of annoyance in his tone that would easily dispel Ben from speaking further on the subject. Flint wished he wasn't so hard on the kid though. Still, this subject needed to be nipped in the bud as soon as possible.

"Yes sir, it is." Benjamin said before leaving the room.


	3. Chapter 3

**Sorry about the wait, but here is a nice long chapter**

Ben flopped down on his bed and huffed. So much for that working out for him, although with a plan like that, how could it not fail? Did he really expect Otto to let him leave, just like that? He had been in this place for as long as he could remember. Yeah everyone was pretty nice here, but they weren't friends. Well, at least not in the way they described their friendships out side of the compound.

Jackson would talk about him and the boys growing up out west out on a ranch. Ben almost felt like he was there with the way he talked about it. Everything had a story to be told with it, from jumping off of rusty old hay bale machines into the nearby creak or trying to shoot their BB guns from the rafters of the barn through a missing panel in a downstairs window.

Max would recount stories of him and his friends going out and taking epic nights out on the town. He could practically smell the corn dogs and cotton candy of Coney Island and hear the sounds of the carnival games. He could imagine the feel of the rollercoaster shaking as screaming passengers wized by. It was almost as if his seat on the ferris wheel had stopped right at the top and he could catch a beautiful view of the twinkling lights city's night time skyline. He could practically feel the cold ice of Rockefeller Center's ice rink beneath his feet, the warm from a fresh cup of hot coco. It was like he was remembering the crispness of the November air as it wisped by like the giant inflatable balloons overhead.

The way Max and some of the others described the city, it was like a friend in of itself. She had her own personality, her own story to tell. The city felt real to him, even though he had never seen it. But could Otto ever let that happen? No!

Benjamin rolled over, pulling out his gaming handheld out of its hiding place and fired it up. Soon, he was absorbed in the fast pace racing game Flint had picked up for him. Ben had to modify his game, going behind Otto's back to up the difficulty. With his reaction time, expert was like a beginner class. It was worth the risk of his getting his game and console confiscated though. Ben heard a knock on his door and stuffed his handheld beneath his pillow.

"Come in." Ben said, flipping one of his books open to a random page.

Ben had honestly been expecting Flint or Otto, not Max. But there the electrically charged man was.

"Hey kid. What'cha reading?" Max asked with a skeptical tone to his voice.

Ben quickly glanced at the page had had open and found Max's source of skepticism. His book was upside down. This definitely looked suspicious. Ben couldn't afford for Max to find his handheld. It was one of the only trinkets that he had of the outside world.

"Just been practicing reading upside down." Ben lied.

Max eyed him carefully. "Uh huh, I'm sure."

Ben rubbed the back of his neck. "I mean, I propel upside down on my webs all the time. What if I'm in a position where I can't stick to the wall upright and I have to be upside down to read something."

His heart raced as he wondered it Max had bought the bait. Hopefully that seemed like a reasonable explanation for Max. Even if it wasn't, Ben hoped that Max wouldn't immediately suspect that he was hiding a gaming console under his pillow.

"You have an electronic device under your pillow, don't you? I can feel the electric current it's putting off. What did you do, swipe one of Otto's tablets?" Max asked in a half joking matter.

Reluctantly, Ben pulled his handheld from under his pillow. "No, it's this."

Max look pleasantly surprised as he grabbed the console from the boy. His eyes grew wide the second after he pressed the start button.

"Geeze kid, this game seems tough. How can you even play it?"

"Even after modding it, it's still a bit too easy for me" Ben replied.

"Are you serious?" Max asked will still trying to keep up with the other racers.

There was a slight smile on Max's lips. It seemed as though this had impressed him. "Where'd you get it and how did you mod it?"

Ben fiddled with his fingers. He couldn't tell Max about where he got the game or else Flint could get in trouble.

"I can't say. Please don't tell anyone about this, especially Otto."

Max was quiet for a moment before letting out a sigh. "I don't know kid..."

Ben had to think quick. He needed to come up with something to ensure that Max didn't rat him out.

Ben sighed. "Alright, I'll talk. I've got guys on the outside, some real grade A suppliers. I give them government secrets that are just actually dead ends in exchange for the latest game consoles and games."

Max burst out into laughter. "Where do you come up with your crazy stories kid? Don't tell me, it doesn't matter. I don't care. I won't tell, but the longer you wait to tell Otto, the worse it will be for you."

"That's if he finds out about it though." Ben countered.

Max rolled his eyes. "Just try to keep it hidden better in the future, alright."

Ben smiled. "Alright. Thanks for not telling."

"No big deal." Max said rustling Ben's hair. "Now, I have to go get ready for a date."

With Max out the door, Ben quickly hid his handheld in its hiding place. Ben's heart was still racing from that encounter. He wondered if Max was going to tell the others or not. Ben hoped that he had convinced him against it.

As Max walked down the hallway and into his room, locking the door behind him. He switched on his wireless speakers and began broadcasting one of his music playlists before pressing a small button on his gauntlet.

"The test was a success." Max said into his gauntlet.

"Whoa partner, now back it up. What happened now?" Jackson asked.

Max flipped through his shirts in his closet as he recounted the story. "Went into the kid's room to check on him after his little spat with Doc and found his handheld Flint got him. He wouldn't tell me and asked me not to tell the others. I said he better tell you soon or else he was going to be in some hot water and it was just going to get worse as time went on."

Otto's voice rang out on the com. "Well, he passed his first test in loyalty, in not revealing his sources. Let's see if this inspires better ingenuity."

* * *

Ben back flipped over one of Otto's tentacles in just the nick of time and countered it with a web to the scientist's face. Unfortunately, his shot was blocked by a quick tentacle and Ben saw Otto smirk. The second before Ben was to touch the ground, his body was flung against a wall by one of Jackson's blasts.

"Now come on son, you already beat two of us." Jackson gestured his head towards a panting Quinton and a knocked out Alexander.

Ben's body ached with exhaustion. And it wasn't just them, but also a small army of Mysterio bots; one of which's arm was laying in front of Ben's face still sizzling and cracking with bursts of electricity. His arm screamed out in protest as he grabbed the arm and chucked it at Jackon's head with all of his might. Much to the boy's dismay, it was slow enough for Jackson to be able to blast it way. It clattered on the other side of the room by Quentin who lightly kicked at it with a look of disgust on his face.

"Stupid bots, always so breakable."

"Maybe it's time you started thinking about quality over quantity." Ben joked as he dodged another barrage of attacks.

Otto's robotic arms were forcing the bug to keep to the air or risk getting sliced to ribbons.

"Maybe it's about time you shut your trap and end this son." Jackson shouted as he propelled himself in the air.

The young boy had hardly any time to react to the debut of the Shocker's new powers, from his upgraded suit, before the older man's fist collided with his face. The second Ben felt bone on cheek, he heard the quick hum of the gauntlet. Ben was sent flying through several robots landing in another pile of machinery. Shocker stepped toward him, like a killing machine, raising his gauntlet. Every muscle in Ben's body ached and spasmed as he tried to force himself to move out of the way of the incoming blast. Alas, the boy was too slow as his ankle was hit, causing the kid to spin in the air.

Ben lay there, dazed and confused. His head was swimming as the ground trembled beneath Otto's tentacles. Jackson raised his gauntlet at him, humming growing was no way Ben was getting out of this situation without losing. Jackson deactivated his weapon and lowered it. Ben wasn't good enough. Any second now, Otto would pull his final hit at the last second to signal that Ben had been defeated. Knowing that, Ben could fell the adrenaline start to fade as he started to relax. And then, Ben's spider sense went off.

* * *

Jackson was waiting on Otto to finally call the fight. Clearly the boy had learned any lesson that needed to be taught. The kid looked like he was going to pass out at any second. Sure Jackson favored the "tough throw the kid off the deep end and hope he doesn't sink love", but there was a fine line in discipline and just plain abuse. Jackson powered down his gauntlet to show his point to the scientist.

Otto's tentacles shot straight for the kid. Much to Jackson's surprise the kid was back in the fight like nothing had even happened. In a motion so quick and fluid, the kid had leapfrogged up into the air, into a back flip, while shooting a web at Otto's face There was a fire burning in his eyes that Jackson had never seen before. The determination to win bored so deep within the kid's being that he looked like a whole different person. Another tentacle shot at Ben and bounced off the tentacle towards the wall. Ben's feet barely touched the wall before he started running perpendicular to the ground before his eyes grew wide. It was a sight seeing the kid plant face first into the wall and topple to the ground like a sack of potatoes.

The kid looked shell shocked. His mouth hung agape as his eyes darted across his body. Ben's every muscle was trembling.

"Come on Otto, kid's had enough! Even Jackson can see that." Quentin yelled.

"Ah yes, very well. I supposed we should call this training session over. Ben, you're excused for your lessons for the evening." Otto said. The scientist's voice sounded cold with a hint of satisfaction. With a slight smirk, the scientist left the room.


End file.
